Colette Wilkins QC to Head Walkers Asia Litigation Practice

Walkers is pleased to announce that Cayman Islands partner, Colette Wilkins QC, will be relocating to the firm's Hong Kong office to lead its Asia litigation practice from January 2022.

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Walkers Expands Market Leading Professional Services to the BVI

Walkers is pleased to announced that Walkers Professional Services (WPS) is expanding its operations to the British Virgin Islands.

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Walkers Launches Online AML Training Solution in Bermuda

Walkers Professional Services has announced that it has launched an innovative e-Learning Anti-Money Laundering Training platform in Bermuda.

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Walkers London Celebrates 20th Anniversary

Walkers is pleased to announce that its London office is celebrating its 20th anniversary.

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Walkers Tops Market Leading Rankings in Chambers Global Again

Walkers leads the way with 10 "Band 1" practice area rankings (out of a market leading 23 practice areas) and an overall "Band 1" ranking in 'Global Offshore'.

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Jersey Company Law - Changes to Streamline Prospectus Rules To Reflect UK & EU Regimes

Changes to streamline the Jersey prospectus rules so that they more closely reflect the regimes in the UK and across Europe will take effect from Tuesday 19 October 2021.

Click to view article

The rules have been brought into effect following consultation and engagement between the government, regulator and the wider financial services industry – the current rules require a prospectus to be produced whenever more than 50 people are invited to become a member of a Jersey company.

That threshold is lower than those in the onshore prospectus regimes in the UK and EU, which prompted a consultation exercise to reform the rules.

The result is a new regime that creates six exemptions to the general requirement to produce a formal prospectus document where investment into a Jersey company is being invited.

The change has been effected by way of an amendment to the definition of “prospectus” in the Companies (Jersey) Law 1991 (as amended). Under the amended law, an invitation to become a member of a Jersey company or to acquire or apply for securities in a Jersey company will not be deemed to be a “prospectus” for Jersey law purposes, provided one or more of the following exemptions apply:

  • Sophisticated investors exemption: where the invitation is addressed to qualified investors (as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) or professional investors (as defined in the Financial Services (Investment Business (Special Purpose Investment Business – Exemption))(Jersey) Order 2001, or both.
  • Restricted circle of persons exemption: the number of persons to whom the invitation is addressed does not exceed 50 in Jersey and 150 elsewhere.
  • Minimum subscription exemption: the minimum consideration to be paid for securities is at least EUR100,000 (or equivalent amount in another currency).
  • Minimum denominations exemption: the securities are denominated in amounts of at least EUR100,000 (or equivalent amount in another currency).
  • Scrip dividend exemption: the invitation related to the issue of shares or other securities to its members in satisfaction of a dividend.
  • Employee share scheme exemption: the invitation related to an employee share scheme.

Where invitations to invest are issued by Jersey companies outside the Island – as is the case in the overwhelming majority of cases – the companies will still be required to comply with the legal requirements in the jurisdiction where the invitation is circulated.

We Talk Banking & Finance Podcast - Discussing ESG Trends and Themes with Bradley Davidson, ESG Lead for RBS International

We Talk Banking & Finance is the new bi-weekly podcast from Walkers in which lawyers from our international banking team discuss the latest themes and trends in offshore finance with industry experts.
 
In our second episode, Senior Counsel Julia Keppe and Associate Alice Wight talk to Bradley Davidson, ESG Lead at RBS International, on all things ESG and look at the factors influencing direction of travel, including regulation, reporting and investor behaviour.

You can listen to the episode below.

 

Listen on Amazon Music and Audible 

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RBS International 

 

You can subscribe to We Talk Banking & Finance on your usual podcast platform.

 

 

 

Other Episodes:

We Talk Banking & Finance Podcast - Fund Finance with Mohith Sondhi of OakNorth Bank

 

 

Jersey Funds Law Series - Jersey Expert Funds

Since 2012, the Jersey Expert Fund (the “JEF”) has been a popular choice for fund promoters wanting to establish a fund in Jersey with no limit on the number of investors targeted or admitted.

Investors must either make a minimum initial investment or commitment into the JEF of USD$100,000 (or other currency equivalent) or otherwise fall within at least one of the other 9 (nine) limbs of the definition of an “Expert Investor” set out in the Jersey Expert Fund Guide (the “JEFG”) published by the Jersey Financial Services Commission (the “JFSC”) [link here].

An Expert Investor that is a discretionary investment manager may invest on behalf of non-expert investors provided that it is satisfied that the investment is suitable for its underlying investors, and that its underlying investors are able to bear the economic consequences of investment in the JEF.

Click to view article

Key Features of a JEF include:

• A straightforward application and approval process, which can be issued in respect of the JEF in as little as 3 (three) working days from the point of filing a complete application, subject to all personal questionnaires having been previously approved (see below for further details on personal questionnaires).

• A JEF may be open or closed-ended. Where a JEF is open-ended it must appoint a Jersey custodian, However, where the JEF is a hedge fund, a Jersey custodian is not required, provided the JEF appoints a prime broker with a credit rating of A1/P1.

• A JEF can be established in the form of a Jersey company (including a protected cell company or an incorporated cell company), a Jersey limited partnership, separate limited partnership or incorporated limited partnership, or a Jersey unit trust. A Jersey limited liability partnership cannot carry on the business of a collective investment fund in Jersey.

• A JEF which takes the form of a unit trust or limited partnership must have a Jersey trustee/general partner, which in turn must have at least two Jersey-resident directors and a JEF that takes the form of a company must have at least two Jersey-resident directors.

• Each JEF must appoint an auditor.

• A JEF requires an offer document, which complies with the relevant requirements for Jersey collective investment funds and JEFs, together with all information that target investors would reasonably require to enable them to make an informed judgement about an investment in the JEF.

• A JEF may be listed on a stock exchange provided that the stock exchange permits restrictions on transfers of interests, so as to ensure that only Expert Investors become registered holders of interests in the JEF.

Service Providers to the JEF

• The promoter of a JEF does not require the prior approval of the JFSC. However, the JEF’s investment manager/advisor must be of good standing and, in particular, must: not have had any convictions or disciplinary sanctions imposed on it; be solvent; where a non-Jersey entity, be regulated in relation to managing or advising on investment funds in an OECD state or jurisdiction or any other state or jurisdiction with which the JFSC has entered into a Memorandum of Understanding (or equivalent) on investment business and collective investment funds or (if a Jersey entity) must be approved by the JFSC; have relevant experience in managing/advising funds using similar investment strategies to those to be adopted by the JEF; and satisfy the JFSC’s principles around corporate governance by maintaining an appropriate span of control over its business.

• A JEF must appoint a Jersey based service provider (the “Jersey service provider”), such as an administrator or manager (or in the case of a closed-ended unit trust, a trustee), which is appropriately regulated in Jersey, with its own staff and office on Islands. This Jersey service provider will be required to monitor the investment manager/advisor’s compliance with any investment or borrowing restrictions set out in the JEF’s offering document and must have access to the investment manager’s/advisor’s records in order to do so.

• Each Jersey service provider to the JEF must be registered under the Financial Services (Jersey) Law 1998 and comply with the Code of Practice for Fund Services Business issued by the JFSC.

• Directors and certain other “principal persons” of JEFs are required to submit “personal questionnaires” to the JFSC and to meet the JFSC’s assessment of them as “fit and proper”. This process can take several weeks and involves certain criminal record checks. Accordingly, personal questionnaires are generally filed early on in the fund establishment process and in advance of the preparation of the JEFs fund documentation.

The Alternative Investment Fund Managers Directive (the “AIFMD”)

• JEF’s can be marked into the UK/EU/EEA under AIFMD through national private placement regimes. There are no additional regulatory consents required in Jersey in this respect provided the JFSC have been notified of this intention as part of the JEF’s application.

• Where the JEF is proposed to be an AIF (i.e. marketed into the UK/EU/EEA), the offering document must also comply with the disclosure requirements of the Code of Practice for Alternative Investment Funds and AIF Services Business issued by the JFSC (the “AIF Code”), which essentially mirror the transparency and asset stripping provisions of the AIFMD

Passing the Golden Thread Through the Eye of a Needle - Observations on Recent Approach as Between Hong Kong and Offshore Jurisdictions

In Singularis, as is well known, the Privy Council Board considered the doctrine of modified universalism whereby, broadly speaking, a court will give such assistance as it can to foreign insolvency proceedings, as is consistent with local law and local public policy, so as to ensure that a company's assets are distributed under a single system; and held by a majority that there is a common law power to assist a foreign insolvency, although the power could not be used to enable foreign liquidators to do something that they could not do under the law of the jurisdiction under which they were appointed; the principle is concerned with cooperation rather than interference with foreign laws. The application of such a power has resonated with similar common law jurisdictions globally.

Lord Hoffmann referred to the principle as "… the golden thread running through English cross-border insolvency law since the 18th century." With the increasingly international nature of insolvency law, threading the needle over the extent to, and conditions under, which foreign insolvency proceedings and judgments should be given effect in jurisdictions outside that in which they are being conducted can be challenging.

 

Click to view article

 

Article originally published in INSOL International September 2021 news update

We Talk Banking & Finance Podcast - Fund Finance with Mohith Sondhi of OakNorth Bank

We Talk Banking & Finance is the new bi-weekly podcast from Walkers in which we discuss the latest themes and trends in offshore finance with industry experts.

In Episode One, Group Partner Zoë Hallam & Senior Counsel Julia Keppe interview Mohith Sondhi, Senior Director - Debt Finance, at OakNorth Bank, on trends in the Fund Finance market and the impact of the Global Pandemic.

You can listen to the episode below.

 

Listen on Amazon Music and Audible 

Listen on Google Podcasts

Listen on Spotify Podcasts

 OAkNorthBank

 

You can subscribe to We Talk Banking & Finance on your usual podcast platform.

 

 

Other Episodes:

We Talk Banking & Finance Podcast - Discussing ESG Trends and Themes with Bradley Davidson, ESG Lead for RBS International

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